Donald MacKinnon
About Donald MacKinnon
Donald MacKinnon, age 60, serves as President and Chairman of the Board of InPoint Commercial Real Estate Income, Inc. (ICR-PA), roles he has held since October 2016 and December 2024, respectively; he is also a Portfolio Manager at SPCRE InPoint Advisors, LLC (the Sub-Advisor) since September 2016. He holds a B.A. in Economics from Ohio Wesleyan University and an M.B.A. from Harvard Business School . The company’s filings do not disclose executive performance metrics such as TSR, revenue growth, or EBITDA growth at the officer level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Realty Finance Trust, Inc. (RFT) and its advisor | President and Chief Operating Officer (COO) | Jan 2013–Nov 2015 | Senior leadership of commercial real estate finance platform . |
| RFT and its advisor | President | Nov 2014–Nov 2015 | Oversight of operations and investment activities . |
| Cole Real Estate Investments, Inc. (Cole) | SVP, Head of High Yield Portfolio Management | May 2011–Dec 2012 | Invested approx. $350M in credit-sensitive CMBS and mezzanine loans . |
| EndPoint Financial, LLC | Partner | Jul 2008–Mar 2011 | Provided CMBS advisory and real estate workout services . |
| Nomura Securities International | Managing Director | Jan 2004–Mar 2007 | Managed North American structured credit trading, including CRE and ABS . |
| REALM, Inc. | President & CEO | Not disclosed | Led privately owned real estate software/services company . |
| Donaldson Lufkin & Jenrette (DLJ) | Co-head & co-founder, Commercial Mortgage Group; Manager, European Asset Securitization Group | Not disclosed | Built securitization and mortgage platforms . |
| Salomon Brothers, Inc. | Real Estate Finance Group | Not disclosed | Executed CRE debt and equity transactions . |
External Roles
| Organization | Role | Years | Governance/Impact |
|---|---|---|---|
| SPCRE InPoint Advisors, LLC (Sub-Advisor) | Portfolio Manager | Since Sep 2016 | Originates/manages investments on behalf of Advisor; potential allocation conflicts disclosed . |
| CRIIMI Mae, Inc. (NYSE: CMM) | Director | 2001–2003 | Prior public company board service . |
Fixed Compensation
- Executive officer pay is not provided or reimbursed by the company; officers (including MacKinnon) are employed and compensated by IREIC, Sound Point, or their affiliates under the Advisory/Sub-Advisory arrangements. The company does not pay director fees to affiliated directors/officers for board service .
- No executive compensation committee exists because the company does not plan to pay compensation to its officers; hence, no CD&A was included .
Performance Compensation
- Not applicable. The company does not grant RSUs/PSUs/option awards to executive officers and does not pay bonuses at the company level; therefore, no performance metric targets, weightings, payouts, or vesting schedules are disclosed for MacKinnon .
Equity Ownership & Alignment
| Metric | Jun 18, 2024 | Jun 25, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 29,492 | 29,492 |
| Ownership as % of shares outstanding | <1% (*) | <1% (*) |
| Vested vs. unvested shares | Not disclosed | Not disclosed |
| Options (exercisable/unexercisable) | None disclosed | None disclosed |
| Shares pledged as collateral | Not disclosed; no specific pledging policy disclosed | |
| Hedging policy | Hedging/monetization transactions prohibited without prior written consent under sponsor’s insider trading policy; company has no separate practices due to lack of a public trading market for common stock |
Independent director equity: each independent director automatically receives $10,000 in restricted Class I shares annually, vesting in three equal installments over three years; fully vests upon death/disability or a liquidity event. Affiliated directors (including MacKinnon) do not receive director stock awards or cash retainers from the company .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Not disclosed; officer is employed by sponsor/sub-advisor affiliates (IREIC/Sound Point) . |
| Severance/change-of-control | Not disclosed at company level for executive officers . |
| Clawback provisions | Not disclosed at company level for executive officers . |
| Indemnification | Company entered into indemnification agreements with each director and officer; provides advancement and indemnification to the fullest extent under Maryland law, subject to limitations . |
| Advisory Agreement term/renewal | Current term ends Dec 31, 2025; renewable annually upon mutual consent including majority independent director approval; terminable by company or Advisor with at least 60 days’ prior written notice . |
| Non-compete / non-solicit | Not disclosed . |
Board Governance
- Structure: Chairman of the Board is Donald MacKinnon (affiliated); CEO is Denise C. Kramer (affiliated). The Board has not appointed a Lead Independent Director. A majority of directors are independent (three of five) under NYSE and company definitions .
- Committees: The Board maintains one standing committee—the Audit Committee—comprised solely of independent directors: Robert N. Jenkins (Chair; audit committee financial expert), Norman A. Feinstein, and Cynthia Foster Curry .
- Meetings and attendance: In FY2024, the Board held eight meetings; the Audit Committee held four. Each director attended at least 75% of the combined Board and committee meetings during their service period. Independent directors periodically hold executive sessions without management .
- Dual-role implications: While CEO and Chair roles are separated (reducing CEO/Chair concentration risk), both roles are held by non-independent directors, and there is no Lead Independent Director—an oversight structure that relies on independent director majority and an independent Audit Committee for checks and balances .
Director Compensation
| Independent Director (2024) | Fees Earned (Cash) | Stock Awards | Audit Chair Fee | All Other (Distributions) | Total |
|---|---|---|---|---|---|
| Norman A. Feinstein | $24k | $10k | — | $4k | $38k |
| Cynthia Foster Curry | $24k | $10k | — | $4k | $38k |
| Robert N. Jenkins | $30k | $10k | $5k (included in cash total) | $4k | $44k |
Cash compensation policy: $20k annual retainer; $1,000 per in-person board meeting ($500 committee); $500 per telephonic board meeting ($350 committee); $5,000 for Audit Committee chair. Independent directors can elect retainer in cash or unrestricted Class I shares; affiliated directors (including MacKinnon) receive no director compensation from the company .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable | — | — | — | — | — |
- The company does not pay executive compensation at the registrant level; no PSU/RSU/option frameworks, metrics, or payouts are disclosed for MacKinnon .
Additional Notes on Conflicts and Allocations
- The company is externally managed; conflicts can arise in time allocation, investment allocations, compensation arrangements, and borrowings under sponsor/sub-advisor commitments. The Sub-Advisor (Sound Point) uses a rotational allocation order for bespoke CRE loans to allocate opportunities among accounts, documented in its process. Independent directors oversee and mitigate conflicts, with charter restrictions on affiliate transactions and voting .
Investment Implications
- Alignment: MacKinnon’s company-level equity stake is small (<1% of outstanding shares), and he receives no company-paid director or executive compensation; alignment relies primarily on affiliate-level incentives under the Advisory/Sub-Advisory arrangements rather than company PSU/RSU plans .
- Selling pressure and vesting: No officer equity awards or options at the company eliminate vesting-driven selling pressure for MacKinnon; independent director restricted shares vest over three years but do not apply to him .
- Governance risk: Separation of CEO and Chair reduces combined-role risk, but the absence of a Lead Independent Director and having both top roles held by affiliated directors heightens reliance on the independent Audit Committee and majority-independent board for oversight .
- Retention/contract economics: With no disclosed employment/severance/COC terms at the company level and indemnification agreements standard for directors/officers, retention drivers for MacKinnon are primarily tied to the Sub-Advisor role and external management contracts; Advisory Agreement renewal/termination mechanics (annual renewal; 60-day notice) add structural continuity but can change with independent director votes .
- Trading signals: Limited insider equity ownership and lack of officer equity grants reduce typical Form 4-driven signals; hedging is restricted without prior consent and no pledging policy is disclosed, leaving no current red flags on hedging/pledging practices in filings .